Rules 27 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 27 to 29 set the conditions for keeping statutory records in electronic form, who is responsible for their security, and how inspection and copies work when records are electronic. Rule 30 states a penalty, and rule 31 requires a report on the annual general meeting, filed in Form MGT-15. This article follows the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
A listed company, or one with not less than one thousand shareholders, debenture holders and other security holders, may maintain its statutory records in electronic form if they stay readable, retrievable, signable and tamper-proof (rule 27). The person responsible must keep at least one backup, taken at a periodicity not exceeding one day (rule 28(2)(i)). The AGM report prepared under section 121(1) is filed in Form MGT-15 within thirty days of the conclusion of the meeting (rule 31(2)). The penalty in rule 30 is a fine which may extend to five thousand rupees plus five hundred rupees a day for continuing contravention.
Rule 27: maintaining records in electronic form
27(1). Every listed company, or a company having not less than one thousand shareholders, debenture holders and other security holders, may maintain its records, as required under the Act or the rules, in electronic form. The Explanation says that in the case of existing companies, data may be converted from physical to electronic mode within six months from the date of notification of the provisions of section 120. The word is "may": electronic maintenance is a choice (our compliance documentation service can set up the policy), and the section itself is in Sections 119 and 120: Inspection of Minutes and Maintenance at Registered Office.
27(2). Records in electronic form are maintained as the Board thinks fit, provided that:
- (a) they are in the same formats and meet all other requirements of the Act or the rules;
- (b) the required information is adequately recorded for future reference;
- (c) they are readable, retrievable and reproducible in printed form;
- (d) they can be dated and signed digitally wherever required;
- (e) once dated and signed digitally, they cannot be edited or altered; and
- (f) they can be updated as the Act or rules provide, and the date of updating can be recorded on every update.
The Explanation defines "records" as any register, index, agreement, memorandum, minutes or any other document required by the Act or the rules to be kept by a company.
Rule 28: who is responsible, and what they must do
Under rule 28(1), the Managing Director, Company Secretary or any other director or officer the Board decides is responsible for the maintenance and security of electronic records. Under rule 28(2), that person must:
| Clause | Duty |
|---|---|
| (a) | Provide adequate protection against unauthorised access, alteration or tampering |
| (b) | Ensure against loss of records through damage to, or failure of, the media |
| (c) | Ensure the signatory does not repudiate a signed record as not genuine |
| (d) | Ensure computer systems, software and hardware are adequately secured and validated for accuracy, reliability and consistent intended performance |
| (e) | Ensure the systems can discern invalid and altered records |
| (f) | Ensure records are accurate, accessible and capable of being reproduced for later reference |
| (g) | Ensure records can at all times be retrieved to a readable and printable form |
| (h) | Keep records in a non-rewriteable and non-erasable format such as a pdf version, or another version that cannot be altered or tampered |
| (i) | Keep at least one backup, at a periodicity not exceeding one day, of the updated records in electronic form; every backup is authenticated and dated and securely kept at places decided by the Board |
| (j) | Limit access to the managing director, company secretary, or any other director, officer or person performing work of the company as the Board authorises |
| (k) | Ensure any electronic reproduction of non-electronic original records is complete, authentic, true and legible when retrieved |
| (l) | Arrange and index records so any record is easy to locate, access and retrieve |
| (m) | Take necessary steps to ensure security, integrity and confidentiality of records |
Books of account have their own electronic-mode rule, with daily backup on servers located in India and the audit trail; see Electronic Books of Account: Daily Backup on Servers in India. That is a separate set of rules and is not governed by rule 28.
Rule 29: inspection and copies of electronic records
Where a company keeps records in electronic form, any duty under the Act or the rules to make records available for inspection, or to provide copies of the whole or a part of them, is construed as a duty to make the records available for inspection in electronic form, or to provide copies containing a clear reproduction of the whole or part, on payment not exceeding ten rupees per page. The ordinary inspection rules are in Rules 14 to 16.
Rule 30: penalty
If any default is made in compliance with any of the provisions of "this rule", the company and every officer or other person in default is punishable with a fine which may extend to five thousand rupees and, where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which it continues. The rule says "this rule" although it is a separate rule within a set; the penalty provisions of the Act should be checked alongside it for the default concerned.
Rule 31: the report on the annual general meeting (MGT-15)
Section 121(1) of the Act requires a report on each annual general meeting; see Sections 121 and 122: Report on AGM (Listed) and Secretarial Standards. Rule 31(1) says the report:
- (a) is prepared in addition to the minutes of the general meeting;
- (b) is signed and dated by the Chairman of the meeting or, if he cannot sign, by any two directors, one of whom is the Managing Director, if there is one, and the company secretary;
- (c) contains details of (i) the day, date, hour and venue; (ii) confirmation of the appointment of the Chairman; (iii) the number of members attending; (iv) confirmation of quorum; (v) confirmation of compliance with the Act, the rules and the secretarial standards on calling, convening and conducting the meeting; (vi) the business transacted and its result; (vii) particulars of any adjournment, postponement or change of venue; and (viii) any other relevant points; and
- (d) contains a fair and correct summary of the proceedings.
Rule 31(2) requires a copy of the report to be filed with the Registrar in Form No. MGT.15 within thirty days of the conclusion of the annual general meeting, with the fee. The form was substituted in 2018 and again by G.S.R. 358(E) dated 30 May 2025, in force from 14 July 2025; the rule text was not changed. The fee is as provided in the Registration Offices and Fees Rules.
A worked example
Crest Beverages Limited (invented), listed, holds its AGM on 20 September. Its Chairman falls ill and cannot sign the report, so two directors sign and date it: the Managing Director and the company secretary. The report records the venue, the number of members present, the quorum, the resolutions passed and their results, and a note of an adjournment of one agenda item. It is filed in Form MGT-15 within thirty days of the conclusion of the AGM. The company's electronic records are held in non-rewriteable pdf form with a dated daily backup under the responsibility of its company secretary.
Need help with electronic records and AGM reports?
An electronic records policy, a backup log and the MGT-15 report are easy to overlook until an inspection. We can prepare the policy, the responsibility resolution and the report format through our compliance documentation service. The annual return and its certification are in Rules 11 to 13, and the preservation periods in Rules 14 to 16.
Key takeaways
- Electronic maintenance is permitted for listed companies and companies with one thousand or more holders of securities.
- Records must be readable, signable, unalterable once signed, and updatable with dates recorded.
- One backup at least every day, authenticated and dated.
- Penalty: a fine up to five thousand rupees, and up to five hundred rupees a day for continuing contravention.
- MGT-15: within thirty days of the conclusion of the AGM, signed by the Chairman or two directors including the MD, if any, and the company secretary.
Read next
- Sections 121 and 122: Report on AGM (Listed) and Secretarial Standards
- Electronic Books of Account: Daily Backup on Servers in India and the Audit Trail
- Rules 24 to 26: MGT-14, minutes and copies
- Companies (Management and Administration) Rules, 2014: Guide
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.